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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
___________________
February 6, 1995
(Date of Report; Date of Earliest Event Reported)
VORNADO REALTY TRUST
(Exact Name of Registrant as specified in its Charter)
Maryland 1-11954 22-1657560
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Park 80 West, Plaza II, Saddle Brook, NJ 07663
(Address of Principal Executive Offices) (Zip Code)
(201) 587-1000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On February 6, 1995, Vornado Realty Trust ("Vornado")
entered into a Stock Purchase Agreement with Citibank, N.A.
("Citibank") to acquire the 1,353,468 shares of common stock
of Alexander's, Inc. ("Alexander's") owned by Citibank for
$40.50 per share in cash. The closing of such purchase is
subject to Alexander's ability to qualify in 1995 as a real
estate investment trust, and approval by the United States
Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") of the management and development
agreement entered into and the loan agreement to be entered
into between Vornado and Alexander's. The foregoing is a
summary of the Stock Purchase Agreement, a copy of which is
filed with this Form 8-K as Exhibit 2.1.
In connection with the execution of the Stock
Purchase Agreement, Vornado and Alexander's entered into a
management and development agreement (the "Management
Agreement") and a commitment letter with respect to a loan
agreement (the "Commitment Letter"), copies of which are filed
with this Form 8-K as Exhibits 99.1 and 99.2, respectively.
Under the Management Agreement, Vornado would manage all
Alexander's business affairs and be responsible for the
management and development of Alexander's properties for three
years for a fee equal to $3,000,000 per year plus 5% of the
development costs, plus general overhead and
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administrative expenses equal to 1% of the development costs
(with minimum amounts guaranteed in respect of such fee), in
addition to the fees presently payable under an existing
leasing agreement between Alexander's and Vornado. Pursuant
to the Management Agreement, Mr. Steven Roth, Chairman and
Chief Executive Officer of Vornado, would become the Chief
Executive Officer of Alexander's and Mr. Stephen Mann would
remain the Chairman of the Board of Alexander's. Under the
Commitment Letter, Alexander's would borrow $68.5 million
(with Alexander's able to borrow an additional $6.5 million,
subject to Vornado's approval) for three years at 14% per
annum for the first two years and a fixed rate for the third
year of 725 basis points over one-year treasury bills, all on
a secured basis, from Vornado or an affiliate (and any
participants Vornado may secure). The foregoing is qualified
in its entirety by reference to the Management Agreement and
Commitment Letter which are filed with this Form 8-K as
Exhibits 99.1 and 99.2, respectively. Both of these
arrangements are subject to approval of the Bankruptcy Court.
In connection with the execution of the Stock
Purchase Agreement, Vornado and Interstate Properties (a
partnership in which Mr. Roth is a general partner and which
owns, together with Mr. Roth, 34.5% of the outstanding shares
of beneficial interest of Vornado and 27.2% of Alexander's
common stock) also entered into a Standstill and
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corporate governance agreement with Alexander's (the
"Corporate Governance Agreement"), which agreement will
terminate if the acquisition by Vornado of the shares of
Alexander's common stock owned by Citibank is not consummated
on or prior to June 30, 1995. The Corporate Governance
Agreement provides, among other things, that (i) the aggregate
ownership in Alexander's by Vornado and Interstate and their
affiliates and associates will not exceed 66.65% for three
years; (ii) David Mandelbaum and Russell Wight (trustees of
Vornado and general partners of Interstate Properties) will
fill two of the vacancies created by the resignation of the
Citibank directors on Alexander's Board; (iii) the two
independent directors of Alexander's may select a third
independent director; (iv) the independent directors will not
be removable other than for cause for a period of three years;
(v) if an independent director resigns, the other two will
select a replacement; (vi) the independent directors will be
provided with a reasonable budget to employ investment
bankers, counsel or other professionals as they determine to
be necessary for a period of three years; (vii) Vornado and
Interstate will not for a period of three years cause a merger
or other business combination of Vornado or Interstate and
Alexander's without the approval of the majority of the
independent directors; and (viii) if for a period of three
years, Vornado and Interstate wish to sell, in the aggregate,
shares of common
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stock of Alexander's, other than pursuant to an underwritten
public offering, in an amount in excess of the greater or (a)
30% of the outstanding shares of common stock of Alexander's
and (b) a majority of the shares of common stock of
Alexander's held by Interstate and Vornado and their
affiliates and associates at a price greater than 115% of the
then existing market price, they may only do so on terms that
permit the other stockholders to sell on the same terms. The
foregoing is qualified by reference to the Corporate
Governance Agreement, which is filed with this Form 8-K as
Exhibit 99.3.
Item 6. Not Applicable.
Item 7. Financial Statements
Pro Forma Financial Information and Exhibits.
(a)-(b) Not Applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
2.1 Stock Purchase Agreement, dated February 6,
1995, among Vornado Realty Trust and Citibank,
N.A.
99.1 Management and Development Agreement, dated
as of February 6, 1995.
99.2 Commitment Letter, dated February 6, 1995,
between Vornado Realty Trust and Alexander's
Inc.
99.3 Standstill and Corporate Governance Agreement,
dated as of February 6, 1995.
Item 8. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: February 21, 1995
VORNADO REALTY TRUST
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Page
2.1 Stock Purchase Agreement,
dated February 6, 1995, among
Vornado Realty Trust and
Citibank, N.A.
99.1 Management and Development
Agreement, dated as of
February 6, 1995.
99.2 Commitment Letter, dated
February 6, 1995, between
Vornado Realty Trust and
Alexander's Inc.
99.3 Standstill and Corporate
Governance Agreement, dated
as of February 6, 1995.